A corporation is liquidated after it becomes insolvent.

Common shareholders hold the residual ownership interest in a corporation. Upon liquidation, they are entitled to remaining assets only after all claims ranking ahead of them have been satisfied. These prior claims normally include secured creditors, unsecured creditors and the liquidation entitlement attached to preferred shares. Option C is therefore correct.

Bondholders are creditors and rank ahead of both preferred and common shareholders. They do not receive a second distribution after their contractual claims have been paid. Preferred shareholders usually have priority over common shareholders for the amount specified in the preferred-share terms, but they do not automatically participate again unless the particular shares contain participating rights that expressly provide an additional entitlement. Directors do not receive corporate assets merely because they held office.

The residual nature of common-share ownership explains both its return potential and its risk. Common shareholders may benefit substantially when the corporation grows because their upside is not generally limited by a fixed contractual payment. Conversely, their subordinate position means that they may receive little or nothing if the corporation fails. CIRO’s Retail Securities syllabus requires candidates to understand common-share dividend rights, voting rights and rights to surplus on dissolution, and to distinguish those rights from the priority generally associated with preferred shares and debt securities.

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